Adverse Amendment

Adverse Amendment. Any amendment, change or modification, including termination of the Plan that in any manner reduces or eliminates the benefits provided hereunder, if such amendment, change or modification (i) was at the request of a third party who, at such time, had taken steps reasonably calculated to effect a Change of Control, and (ii) a Change of Control occurs within ninety calendar days of such amendment, change or modification.

Adverse Amendment. An amendment or modification to the Merger Agreement, or a waiver of a provision therein, in a manner that (i) imposes any additional conditions on the consummation of the Merger, (ii) alters or changes the amount or form of Class A Merger Consideration or Class B Merger Consideration, (iii) materially and adversely affects the tax consequences of the Merger to Dell and its affiliates, including, without limitation, by reducing Dell's total voting power and value of VMware's Class A common... stock and Class B common stock below 80% as calculated for U.S. federal income tax purposes, (iv) from and after the adoption of the Merger Agreement by the stockholders of Pivotal, requires any further approval of the stockholders of Pivotal or (v) materially increases the obligations or liabilities of Dell (or any of its affiliates (other than Pivotal)) under this Agreement, in the case of each of the foregoing clauses (i) through (v), unless Dell provides written consent in advance of each such amendment, modification or waiver. View More